ex10_8.htm


    
      

    

    Exhibit
10.8

    
       

      INTERMEC,
INC.

      DIRECTOR
DEFERRED COMPENSATION PLAN

       

      1.           Introduction.

       

      (a) Purpose. The purposes of the
Intermec, Inc. Director Deferred Compensation Plan (the "Plan"), which is an amendment
and restatement of the 2002 Director Stock Option and Fee Plan), are to further
long-term growth of the Company by providing members of the Board of Directors
of Intermec, Inc., a Delaware corporation (the "Company"), who are neither
officers nor employees of the Company, the ability to defer receipt of their
compensation, keeping their financial interests aligned with the Company,
thereby providing them with a long-term incentive to remain in the service of
the Company and increase their efforts for the success of the Company. The Plan
is also intended to assist the Company in attracting experienced and qualified
candidates to become members of the Board. The Plan is intended to be a
continuation of the deferral components of the 2002 Director Stock Option and
Fee Plan, as amended effective November 13, 2007 (the "2002 Plan").

       

      (b) Effective Date. The Plan is effective as of
the date of the Company's 2008 Annual Meeting of Stockholders (the "Effective Date"), provided
that the Plan will become effective only if Company's stockholders approve the
2008 Omnibus Incentive Plan at that meeting. The Plan is also effective
with respect to all amounts under the 2002 Plan deferred on or after
January 1, 2005 that remain unpaid as of the Effective Date. All amounts
earned and vested as of December 31, 2004 shall continue to be governed by the
terms of the 2002 Plan in place as of December 31, 2004 or any earlier
applicable date in accordance with then applicable Internal Revenue Service
("IRS") guidance. All amounts earned or vested from January 1, 2005 through the
day before the Effective Date shall be governed by this Plan, as modified by the
operations of the Plan during such period in accordance with Section 409A and
then applicable IRS guidance (including transition relief). No amendment to the
Plan on and after January 1, 2005 is intended to, nor shall it be deemed to,
apply to other than the terms and conditions of the Plan in effect prior to
January 1, 2005 unless expressly provided by such amendment.

       

      2.           Definitions.

       

      "2002 Plan" has the meaning set
forth in Section 1(a).

       

      "Account" means a Cash Account
or a Share Account.

       

      "Adverse Tax Consequences under
Section 409A" means the accelerated inclusion of taxable income, 20%
additional tax rate and associated interest charge that shall apply to any
deferred compensation of a Director under Section 409A(a)(1)(B) of the
Code.

       

      "Affiliated Company" means
(a) any corporation that is a member of a controlled group of corporations
(as defined in Section 414(b) of the Code) that includes the Company, and
(b) any trade or business that is under common control (as defined in
Section 414(c) of the Code) with the Company.

       

      "Beneficiary" means the person,
trust or other entity designated by the Director to receive payment under the
Plan in the event of the Director's death.

       

      "Board" means the Board of
Directors of the Company.

       

      "Cash Account" means the bookkeeping
account established by the Company for the deferral of Fees by Directors
that shall be credited with earnings pursuant to Section 4(b)
hereof.

       

      "Change of Control" means a change (a)
in the ownership of the Company (acquisition by one or more persons acting as a
group, of more than 50% of the total voting power or fair market value of the
Company); (b) in the effective control of the Company (acquisition or
acquisitions during a 12-month period ending on the date of the last
acquisition, by one or more persons acting as a group, of 30% or more of the
voting power of the Company or replacement of a majority of the members of the
Board during any 12-month period, not endorsed by the majority of the Board
prior to the appointment or election); or (c) in the ownership of a substantial
portion of the assets of the Company, in each case as provided in Section 409A
and the regulations thereunder and interpretations thereof, as the same may be
applicable from time to time.


      
        
           


        

        
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      "Claimant" has the meaning set
forth in Section 9(a).

       

      "Code" means the Internal
Revenue Code of 1986, as amended.

       

      "Common Stock" means the common stock,
par value $.01 per share, of the Company.

       

      "Company" has the meaning set
forth in Section 1(a).

       

      "Deferral Election" means an election
pursuant to Section 3 hereof to defer receipt of Fees into a Share Account or
Cash Account.

       

      "Deferred Amounts" mean the amounts
credited to a Director's Share Account or Cash Account pursuant to a Deferral
Election or otherwise pursuant to Section 4.

       

      "Director" means a member of the
Board who is neither an officer nor an employee of the Company. A Director of
the Company shall not be deemed to be an employee of the Company solely by
reason of the existence of a consulting contract between such Director and the
Company or any subsidiary thereof pursuant to which the Director agrees to
provide consulting services as an independent consultant to the Company or its
subsidiaries on a regular or occasional basis for a stated consideration. The
term "Director" as used in the Plan shall include any person who may hereafter
become an advisory director of the Company, as that term is used in the
Company's By-Laws.

       

      "Disability" and its
derivations such as "Disabled" mean either of the following: (a) the
Director is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of not less than 12 months;
or (b) the Director is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Director's company. Notwithstanding the
foregoing, a Director shall be deemed to have a Disability or to be Disabled if
the Director (i) has been determined to be totally disabled by the Social
Security Administration or (ii) has been determined to be disabled in
accordance with the Director's company's disability insurance program, but
only if the definition of "disability" under that program complies with the
requirements of Treasury Regulation Section 1.409A-3(i)(4).

       

      "Effective Date" has the meaning set
forth in Section 1(b).

       

      "Fair Market Value" or "FMV" means, as of any given
date, the closing price reported for the Common Stock during normal business
hours on the New York Stock Exchange for such date, if traded thereon, or, if
not traded thereon, on a national securities exchange, if traded thereon, or, if
not traded thereon, the average of the high and low or closing bid and asked
prices reported on another reporting system that provides such information on
the applicable date, the preceding trading day, the next succeeding trading day,
or an average of trading days, as determined by the Board in its discretion. In
the event the Common Stock is not publicly traded at the time a determination of
its value is required to be made hereunder, the determination of its Fair Market
Value shall be made by the Board in such manner as it deems
appropriate.

       

      "Fees" means Retainer Fees and
Meeting Fees.

       

      "Investment Options" means the
investment options made available by the Board under the Plan, as may be
modified from time to time. The Director may change a selection by submitting a
new election to the Board on a form approved by the Board. Any such selection
shall take effect in the calendar quarter next succeeding the quarter in which
the election form is received by the Board, and shall continue in effect
thereafter until changed in accordance with the foregoing sentence.
The Director's selection of an Investment Option and the crediting or
debiting of amounts to a Director's Cash Account based on such selection
shall not be considered or construed as an actual investment in any such
Investment Option. A Director's Cash Account balance shall at all times be
a bookkeeping entry only.


      
        
           


        

        
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      "Meeting Fees" means fees scheduled to
be paid to a Director for attendance at Board or committee
meetings.

       

      "Plan" has the meaning set
forth in Section 1(a).

       

      "Plan Administrator" means the
Board or such delegate as the Board prescribes pursuant to
Section 19(a).

       

      "Retainer Fees" means the annual
retainer scheduled to be paid to a Director for the calendar year and additional
annual fees scheduled to be paid to a Director for serving as Chairman of the
Board or as Chair of a Board committee.

       

      "Section 409A" means
Section 409A of the Code.

       

      "Share Account" means the bookkeeping
account established by the Company for the deferrals of Fees by Directors, which
shall be credited with Share Units pursuant to Section 4(a).

       

      "Share Unit" means a share of Common
Stock credited as a bookkeeping entry to a Director's Share Account. Each Share
Unit shall represent the right to receive one share of Common
Stock.

       

      "Unforeseeable Emergency" means
a severe financial hardship to the Director resulting from an illness or
accident of the Director, the Director's spouse, the Director's Beneficiary or
the Director's dependent (as defined in Code Section 152(a)), without regard to
Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Director's property
due to casualty (including the need to rebuild a home following damage to a home
not otherwise covered by insurance, for example, not as a result of a natural
disaster); or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Director. For example:
(a) the imminent foreclosure of or eviction from the Director's primary
residence may constitute an Unforeseeable Emergency; (b) the need to pay for
medical expenses, including nonrefundable deductibles, as well as for the costs
of prescription drug medication may constitute an Unforeseeable Emergency; (c)
the need to pay for the funeral expenses of a spouse, a Beneficiary or a
dependent (as defined in Code Section 152, without regard to Sections 152(b)(1),
(b)(2) and (d)(1)(B)) may constitute an Unforeseeable Emergency. The purchase of
a home and the payment of college tuition are not Unforeseeable Emergencies. The
determination of whether an Unforeseeable Emergency has occurred shall be based
on the facts and circumstances of the individual Director's situation and shall
be determined by the Plan Administrator.

       

      3.           Terms and
Conditions of Deferral Elections.

       

      (a) In General. Each Director may
irrevocably elect annually to defer receiving all or a portion of (i) the shares
of Common Stock that would otherwise be issued in connection with the Director's
retainer fees or meeting fees in respect of a calendar year, (ii) the shares of
Common Stock that would otherwise be issued upon a Director's election to
receive cash retainer fees or meeting fees in shares of Common Stock, or (iii) a
Director's cash retainer fees or meeting fees in respect of a calendar year that
are not subject to an election to receive such fees in shares of Common Stock (a
"Deferral Election").
Each Deferral Election shall state the amount of cash or stock that the Director
is electing to defer. A Director who has made a Deferral Election with respect
to shares of Common Stock shall have the number of shares of Common Stock that
are the subject of the Deferral Election credited to a Share Account in the form
of Share Units. A Director who has made a Deferral Election with respect to
Meeting Fees that are not subject to a Share Election shall have the amount of
deferred fees credited to a Cash Account.


      
        
           


        

        
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      (b)  Timing of Deferral
Election. The
Deferral Election shall be in writing and delivered to the Secretary of the
Company on or prior to December 31 of the calendar year preceding the calendar
year in which the applicable Fees are to be earned; provided, however, that a Director who
commences service on the Board on or subsequent to January 1 of a calendar year
may make a prospective Deferral Election during the 30-day period immediately
following the commencement of his or her directorship, and, accordingly, such
Deferral Election shall apply only with respect to compensation paid for
services to be performed subsequent to the Deferral Election. A Deferral
Election, once made, shall be irrevocable for the calendar year with respect to
which it is made and shall remain in effect for future calendar years unless
revoked or modified by a subsequent Deferral Election with respect to future
calendar years on or prior to December 31 of the calendar year preceding the
calendar year in which such revocation shall take effect and in accordance with
the provisions hereof. No subsequent Deferral Election may be made with respect
to Fees earned during the current calendar year or prior calendar
years.

       

      4.           Crediting of
Accounts.

       

      (a)  Share Accounts. Each Share Account shall be
deemed to be invested in shares of Common Stock. Whenever regular cash dividends
are paid by the Company on outstanding Common Stock, there shall be credited to
the Director's Share Account additional Share Units equal to (i) the aggregate
dividend that would be payable on outstanding shares of Common Stock equal to
the number of Share Units in such Share Account on the record date for the
dividend, divided by (ii) the Fair Market Value of the Common Stock on the
payment date of the dividend.

       

      (b)  Cash Accounts. Each Director's Cash
Account shall be credited with earnings, gain or loss, on the last day of each
calendar quarter. The earnings on each Cash Account shall be deemed invested in
the Investment Options chosen by each Director at the time of his or her
Deferral Election and modified thereafter pursuant to such rules and procedures
as the Board may establish in its discretion. Earnings shall be calculated on
the basis of the average daily balance in the Cash Account during the calendar
quarter.

       

      (c)  No Account Transfers. A Director may not transfer
or convert a Share Account to a Cash Account, or vice versa.

       

      (d)  Status of Accounts. The Share Account and Cash
Account shall not be funded, and all Deferred Amounts shall be held in the
general assets of the Company and be subject to the claims of general creditors
of the Company.

       

      5.           Payment of
Deferred Amounts.

       

      (a)  Commencement of Payment. Except as otherwise
provided in this Section 5, a Director's Deferred Amounts shall become
payable in the January following the year in which the Director separates from
service as a Director; provided, however, that if a Director is also providing
services to the Company or an Affiliated Company as an independent contractor,
his or her Deferred Amounts cannot be paid until he or she has separated from
service both as a Director and as an independent contractor. Payments from a
Cash Account shall be paid in cash. Payments from a Share Account shall be made
by converting Share Units into Common Stock on a one-for-one basis, with payment
of fractional shares to be made in cash based on the Fair Market Value of such
fractional share on the last market day of the preceding calendar
quarter.

       

      (b)  Timing of Payments. Subject to
Sections 5(c) and (d), each Director shall elect in his or her Deferral
Election to receive payment of his or her Deferred Amounts in the event the
Director separates from service as a Director (for reasons other than death,
Disability or Unforeseeable Emergency) either in a lump sum or in two to 15
substantially equal annual installments. Effective January 1, 2009, a Director
may elect to change such form of payment only under the following
conditions:

       

      (i) The
election does not take effect until as least 12 months after the date on which
the election is made; and


      
        
           


        

        
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      (ii)  The
payment with respect to which such election is made shall be deferred for a
period of not less than five years from the date such payment would otherwise
have been paid (or in the case of any method of installment payments, each of
which are treated as a single payment for purposes of Section 409A, five years
from the date the first installment was scheduled to be paid).

       

      With
respect to each of the calendar years that include December 31, 2007 and
December 31, 2008, respectively, the Directors were and will be given the
ability to elect to change such form of payment without regard to the
limitations imposed in the foregoing subsections (i) and (ii) above, to the full
extent permitted by applicable all applicable Treasury regulations, IRS rulings
and other guidance governing the transition period under Section
409A.

       

       

      (c)  Payment Upon Death, Disability or
Unforeseeable Emergency. In the event of a
Director's death, payment of the remaining portion of the Director's Deferred
Amounts shall be made to the Director's Beneficiary (or, if no Beneficiary has
been designated, to the Director's estate or other legal representative) in a
lump sum. Payment shall be made to a Director in a lump sum in the event of
Disability or upon the occurrence of an Unforeseeable Emergency. A Director who
experiences a Disability or an Unforeseeable Emergency may request a payment
from his or her Accounts under the Plan by submitting a request in writing
to the Secretary of the Company for presentation to the Board. Such request
shall specify the date of the occurrence of such Disability or Unforeseeable
Emergency and the amount of the payment requested. A distribution based on an
Unforeseeable Emergency is limited to the amount reasonably necessary to satisfy
the emergency need and may include amounts necessary to pay any federal, state
or local income tax penalties reasonably anticipated to result from the
distribution. Payment under this Section 5(c) shall be made on or before the
90th day immediately following the event that triggers such payment. A
Director's Deferral Election shall be cancelled for the remainder of any
calendar year in which he or she receives a distribution based on an
Unforeseeable Emergency.

       

      (d)  Delay in Payments Allowed by Plan
Administrator. To the extent permitted by Treasury
Regulation Section 1.409A-2(b)(7), a delay in payments shall be allowed
under the Plan if the Plan Administrator determines that the amount would not be
deductible under Code § 162(m) or if the payment would violate federal
securities laws or other applicable laws.

       

      6.           Limitation of
Rights.

       

      (a)  No Right to Continue as a
Director.
Neither the Plan nor the making of a Deferral Election nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company shall retain a
Director for any period of time or at any particular rate of
compensation.

       

      (b)  No Stockholder's Rights. A Director who has made a
Deferral Election (or his or her representative) shall have no rights as a
stockholder with respect to any Share Units with respect to a Deferral Election
until the date of the actual issuance to him or her (or such representative) of
shares of Common Stock (either through the Company's Direct Registration System
or by certification), and, except as expressly provided by the terms of the
Plan, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date such shares are issued.

       

      7.           Effect of Certain
Changes in Capitalization. In the event of any change
in corporate capitalization (such as a stock split), any corporate transaction
(such as any merger, consolidation or separation (including a spinoff)), any
other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation of the Company,
the Board shall equitably adjust the Share Account to reflect any such
transaction and shall make such substitution or adjustments in the aggregate
number and kind of shares reserved for issuance under the Plan.


      
        
           


        

        
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      8.           Change
of
Control. Notwithstanding anything in the Plan to the contrary, upon the
occurrence of a Change of Control:

       

      (a)  All Share Units
credited to a Share Account shall be converted into Common Stock and, together
with all Deferred Amounts credited to a Cash Account, shall be transferred
within 90 days of the Change of Control to each Director; and

       

      (b)  Fees earned in
respect of the calendar quarter in which the Change of Control occurs shall be
paid in cash as soon as practicable.

       

      9.           Claims
Procedures.

       

      (a)  Presentation of Claim. Any
Director or Beneficiary (such Director or Beneficiary being referred to in this
Section as a "Claimant")
may deliver to the Board a written claim for a determination with respect to the
amounts distributable to such Claimant from the Plan. If such a claim relates to
the contents of a notice received by the Claimant, the claim must be made within
60 days after the Claimant received such notice. All other claims must be
made within 180 days of the date on which the event that caused the claim to
arise occurred. The claim must state with particularity the determination
desired by the Claimant.

       

      (b)  Notification of Decision. The
Board shall consider a Claimant's claim within a reasonable time, and shall
notify the Claimant in writing:

       

      (i) That the Claimant's
requested determination has been made, and that the claim has been allowed in
full; or

       

      (ii) That the
Board has reached a conclusion contrary, in whole or in part, to the
Claimant's requested determination, in which case such notice shall state
(1) the specific reason(s) for the denial of the claim, or any part of it,
and (2) the specific references to pertinent provisions of the Plan on
which such denial was based.

       

      (c)  Legal Action. Compliance with
the foregoing provisions of this Section 9 is a mandatory prerequisite to a
Claimant's right to commence any legal action with respect to any claim for
benefits under the Plan.

       

      10.           Amendment;
Termination.

       

      (a)  Amendment. The Board may at
any time and from time to time alter, amend or suspend the Plan in whole or in
part; provided, however, that no amendment which is required by any
regulation, law or stock exchange rule to be approved by stockholders shall be
effective unless it is approved by the stockholders of the Company entitled to
vote thereon. Notwithstanding the foregoing, no amendment shall affect adversely
any of the rights of any Director, under any option or under any election
theretofore in effect under the Plan, or with respect to Deferred Amounts,
without such Director's consent.

       

      (b)  Termination. The Plan shall
continue for an indefinite period of time unless earlier terminated by the
Board. Notwithstanding the Plan's termination, amounts shall be delivered
pursuant to any Deferral Election made prior to the Plan's termination in
accordance with such election. Deferral Elections may not be made for any
Director retainer fees or meeting fees that would be paid following the date of
the termination of the Plan.

       

      11.        
Nontransferability. No right or interest of any
Director in Deferred Amounts shall be transferable by a Director other than (a)
by will or by the laws of descent and distribution, or (b) pursuant to the same
rules and procedures that apply to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended). All rights with respect to Deferred Amounts shall be
exercisable, during the Director's lifetime, only by the Director or by the
guardian or legal representative of the Director or an alternate payee pursuant
to a qualified domestic relations order.


      
        
           


        

        
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      12.         Beneficiaries. The Board shall establish
such procedures as it deems appropriate for a Director to designate a
Beneficiary to whom any amounts payable in the event of a Director's death are
to be paid. Directors shall make a beneficiary election with respect to Deferred
Amounts at the same time that a Deferral Election is made.

       

      13.         Compliance
With Law,
Etc.
Notwithstanding any other provision of the Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

       

      (a)  listing, or
approval for listing upon notice of issuance, of such shares on the New York
Stock Exchange or such other securities exchange or NASDAQ as may at the time be
the principal market for Common Stock;

       

      (b)  any
registration or other qualification of such shares of the Company under any
state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification that the Board shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable;
and

       

      (c)  the obtaining
of any other consent, approval or permit from any state or federal governmental
agency, which the Board shall, in its absolute discretion after receiving the
advice of counsel, determine to be necessary or advisable.

       

      14.        Compliance
With Section
409A. The Plan
is intended to comply with the requirements of Section 409A (including all
applicable Treasury regulations, IRS rulings and other guidance).
Notwithstanding any provision to the Plan or agreements made pursuant to the
Plan, the Plan shall be interpreted, operated and administered in a manner
consistent with this intention, so as to avoid the Adverse Tax Consequences
under Section 409A.

       

      15.         Notice. Any written notice to the
Company required by any of the provisions of the Plan shall be addressed to the
Secretary of the Company and shall become effective when it is
received.

       

      16.         Governing
Law. The Plan
and all determinations made and actions taken pursuant hereto shall be governed
by the laws of the State of Delaware, without reference to principles of
conflict of laws, and shall be construed accordingly.

       

      17.         Headings. The headings of sections
and subsections herein are included solely for convenience of reference and
shall not affect the meaning of any of the provisions of the Plan.

       

      18.         Administration.

       

      (a)  In
General

       

      (i)  Administrator.
The Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have the right to delegate its authority to administer the Plan to the
Governance and Nominating Committee or another Board committee consisting solely
of independent Directors.

       

      (ii)  Discretionary Authority.
The Plan Administrator shall have and exercise all discretionary and other
authority to control and manage the operation and administration of the Plan,
except such authority as is specifically allocated otherwise by or under the
terms hereof, and shall have the power to take any action necessary or
appropriate to carry out such responsibilities. Without limiting the foregoing,
and in addition to the authority and duties specified elsewhere herein, the Plan
Administrator shall have the discretionary authority to (1) construe,
interpret and apply the terms and provisions of the Plan, (2) prescribe
such rules and regulations, and issue such directives, as it deems necessary or
appropriate for the administration of the Plan, and (3) make all other
determinations and decisions as it deems necessary or appropriate for the
administration of the Plan. The Plan Administrator may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in the manner and
to the extent it deems expedient.


      
        
           


        

        
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      (iii)  No
Conflicts. No Director who represents or is authorized to act on behalf
of (or who is a member of) the Administrator or the Board may decide, determine
or act on any matter that affects the distribution, nature or method of
settlement of solely such Director's retirement benefit under the Plan, except
in exercising an election available to that Director in his or her capacity as a
Director.

       

      (b)  Finality of Determination.
Except as with respect to appeals of claim denials under Section 9, the
determination of the Plan Administrator with respect to any question arising out
of or in connection with the administration, interpretation and application of
the Plan shall be final, binding and conclusive on all persons and shall be
given the greatest deference permitted by law. Any determination by the Board in
connection with the Plan shall be final, binding and conclusive on all persons
and shall be given the greatest deference permitted by law.

       

      (c)  Expenses. All expenses that
are necessary to operate and administer the Plan shall be paid by the
Company; however, such expenses may be allocated across Directors' Accounts
if the Company so chooses.

       

      (d)  Disputed Payee or Act. If any
dispute arises regarding the person to whom payment or delivery of any sums or
property should be made by the Company or regarding any act to be performed the
Company may, in its sole discretion, retain such payment and postpone the
performing of such act until final adjudication of such dispute has been made in
a court of competent jurisdiction or otherwise to the satisfaction of the
Company or until the Company has been indemnified against loss to its
satisfaction.

       

       

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